SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 13, 1995
VALERO ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-4718 74-1244795
(Commission File Number) (IRS Employer Identification No.)
530 McCullough Avenue, San Antonio, Texas 78215
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(210) 246-2000
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Item 5. Other Events
On March 13, 1995, Valero Energy Corporation (the
"Company") signed a Distribution Agreement (the "Distribution
Agreement") with Lehman Brothers Inc., Salomon Brothers Inc and
BT Securities Corporation (collectively, the "Agents"), in
connection with the sale from time to time by the Company of up
to $250,000,000 initial public offering price of the Company's
Medium-Term Notes (the "Notes") to be issued pursuant to an
Indenture dated March 30, 1992, as supplemented by the First
Supplemental Indenture dated March 13, 1995, between the Company
and Bankers Trust Company, as trustee.
The Company has previously filed with the Securities
and Exchange Commission (the "Commission") (i) a Registration
Statement on Form S-3 (Registration No. 33-56441) (the
"Registration Statement") pursuant to the Securities Act of 1933,
as amended (the "Act"), and (ii) Amendment No. 1 to the
Registration Statement (the "Amendment"), the Amendment being
filed with the Commission pursuant to the Act on February 9,
1995. The Registration Statement, as amended by the Amendment,
was declared effective on February 22, 1995. On March 13, 1995
the Company filed with the Commission a Prospectus Supplement,
dated March 13, 1995, in connection with the Notes pursuant to
Rule 424(b) under the Act.
Item 7. Exhibits
The following exhibits are filed as a part of this report:
8.1 Opinion of Fulbright & Jaworski with respect to tax
matters, including consent of such counsel.
23.1 Consent of Fulbright & Jaworski (contained in
Exhibit 8.1).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
VALERO ENERGY CORPORATION
By: /s/ STAN L. MCLELLAND
Name: Stan L. McLelland
Title: Executive Vice President and
General Counsel
Dated: March 16, 1995
FULBRIGHT & JAWORSKI
L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
2200 ROSS AVENUE
SUITE 2800
DALLAS, TEXAS 75201
March 13, 1995
Valero Energy Corporation
530 McCullough Avenue
San Antonio, Texas 78215
Dear Sirs:
We have acted as counsel to Valero Energy Corporation, a
Delaware corporation (the "Company"), in connection with the
registration of certain medium-term notes of the Company having
an aggregate initial offering price of up to $250,000,000 (the
"Notes") as described in the Prospectus Supplement (the
"Prospectus Supplement") to the Prospectus dated March 13, 1995
(the "Prospectus"). In this connection, we have assisted in the
preparation of the description of the United States federal
income and estate tax consequences to certain holders of the
Notes contained in the Prospectus Supplement under the caption
entitled "Taxation" (the "Tax Summary").
In connection with this opinion, we have reviewed the
Prospectus and the Prospectus Supplement and we have assumed that
all facts described in the Prospectus and the Prospectus
Supplement are true, accurate and complete. Based upon the
assumptions set forth herein, such legal considerations as we
deem relevant and other qualifications contained in this letter,
it is our opinion that the discussion and the legal conclusions
set forth in the Tax Summary are accurate and complete in all
material respects and address all material United States federal
income and estate tax considerations with respect to the matters
set forth therein.
The opinion expressed herein is based upon the Internal
Revenue Code of 1986, as amended, Treasury regulations (including
proposed regulations), judicial authority and administrative
rulings and practice. There can be no assurance that the
Internal Revenue Service ("IRS") will not take a contrary view,
and no ruling from the IRS has been or will be sought.
Legislative, judicial or administrative changes or
interpretations may be forthcoming that could alter or modify the
statements and conclusions set forth herein. Any such changes or
interpretations may or may not be retroactive and could affect
the tax consequences to holders of the Notes. Finally, it is
possible that based upon the specific terms of a Note as proposed
to be issued or upon subsequent changes in, or interpretations
of, applicable law, the material United States federal income tax
consequences could differ from those described in the Tax
Summary.
Our opinions are limited to the specific conclusions with
respect to the United States federal income and estate tax
consequences set forth in the Tax Summary, and no other opinions
are expressed, or implied. Specifically, no opinions are
expressed as to state, local or foreign tax consequences.
This opinion is rendered solely for the benefit of the
Company and is not to be used, circulated, copied, quoted or
referred to without our prior written consent. We hereby consent
to the filing of this opinion as an exhibit to the Company's Form
8-K dated March 13, 1995, to be incorporated in the Company's
Registration Statement on Form S-3 (Registration No. 33-56441)
and the reference to our firm in the Tax Summary.
Very truly yours,
Fulbright & Jaworski L.L.P.
